SCHEDULE 14A INFORMATION

                    Proxy Statement Pursuant to Section 14(a)
                     of the Securities Exchange Act of 1934

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[_]   Preliminary Proxy Statement
[_]   Confidential, for Use of the Commission Only (as permitted by
      Rule 14a-6(e)(2))
[_]   Definitive Proxy Statement
[_]   Definitive Additional Materials
[X]   Soliciting Material Under Section 240.14a-12

                                  VidaMed, Inc.

                (Name of Registrant as Specified in Its Charter)

                   ------------------------------------------
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO]  VIDAMED

Company Contacts                              Investor Contacts
VidaMed, Inc.                                 Lippert/Heilshorn & Associates
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Randy Lindholm, Chairman, President & CEO     Bruce Voss (Bvoss@lhai.com)
John Howe, Chief Financial Officer            Martin Halsall (Mhalsall@lhai.com)
(510) 492-4900                                (310) 691-7100
www.vidamed.com
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              VIDAMED ANNOUNCES EXPIRATION OF WAITING PERIOD UNDER
                    HART-SCOTT-RODINO ACT IN CONNECTION WITH
                       MEDTRONIC'S ACQUISITION OF VIDAMED

FREMONT, Calif. (February 5, 2002) - VidaMed, Inc. (NASDAQ: VIDA), today
announced that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, applicable to the acquisition of VidaMed
by Medtronic, Inc. expired on February 4, 2002.

As previously announced, VidaMed has entered into an agreement and plan of
merger with Medtronic, Inc. and Medtronic's merger subsidiary, VidaMed
Acquisition Corp. pursuant to which each VidaMed stockholder will receive $7.91
per share of VidaMed common stock in cash upon consummation of the merger.
Completion of the transaction is subject to customary conditions, including
approval by VidaMed's shareholders. A date for the special meeting of VidaMed's
stockholders has not yet been set. VidaMed expects to complete the transaction
during the first quarter of 2002.

About VidaMed

VidaMed designs, develops and markets technologically and clinically advanced
cost effective systems for the treatment of urological conditions.

VidaMed's TUNA system offers a safe and durable non-surgical treatment for the
symptoms associated with BPH. These important quality-of-life symptoms include
frequent and urgent urination, interruption of stream and nocturia (excessive
urination at night), which may lead to sleep deprivation and related problems,
such as loss of libido and impairment of sexual function. The TUNA procedure is
an ideal alternative to drug therapy or invasive surgery. For investor
information, call 800/363-2994, or visit VidaMed's Web site at www.vidamed.com.
                                                               ----------------

Certain statements in this news release that are not historical in nature
contain forward-looking information, particularly those statements that utilize
terminology such as "anticipates," "may," "will," "should," "likely," "expects,"
"estimates," "believes" or "plans," or comparable terminology. Some of the
forward-looking statements in this news release include statements regarding the
anticipated timing of the Company's merger with Medtronic. The forward-looking
statements in this news release are based on current expectations and
assumptions, and entail various risks and uncertainties that could cause actual
results to differ materially from those expressed in such forward-looking
statements including risks relating to the ability of the Company and Medtronic
to fulfill their obligations under the merger agreement and other risks
described in the Company's reports filed from time to time with the United
States Securities and Exchange Commission including the Company's Form 10Q for
the quarter ended September 30, 2001.



This press release does not constitute a solicitation by VidaMed or its board of
directors or executive officers or any approval or action of its stockholders.
VidaMed has filed a preliminary proxy statement and will file a definitive proxy
statement and other relevant documents concerning the proposed transaction with
the Securities and Exchange Commission, or SEC. Stockholders are urged to read
the preliminary proxy statement, and the definitive proxy statement and any
other relevant documents filed with the SEC, carefully when they become
available because they will contain important information about VidaMed and the
proposed transaction. VidaMed's officers and directors may be deemed to be
participants in the solicitation of proxies from the stockholders of VidaMed
with respect to the transactions contemplated by the merger agreement among
VidaMed, Medtronic, Inc. and VidaMed Acquisition Corp. Information regarding
VidaMed's officers and directors is included in its definitive proxy statement
prepared in connection with VidaMed's 2001 annual meeting of stockholders filed
with the SEC on April 16, 2001. You will be able to obtain free copies of these
documents at the website maintained by the SEC at http://www.sec.gov. In
addition, stockholders may obtain free copies of documents filed with the SEC by
contacting VidaMed's investor relations department, 46107 Landing Parkway,
Fremont, California 94538, (800) 363-2994.

Each director and executive officer of VidaMed may be deemed to be a participant
in the solicitation of proxies from the stockholders of VidaMed with respect to
the transactions contemplated by the merger agreement. The directors and
executive officers of VidaMed have interests in the merger, some of which may
differ from, or may be in addition to, those of the stockholders of VidaMed
generally. Those interests, which are described in more detail in VidaMed's
preliminary proxy statement prepared in connection with VidaMed's special
meeting of stockholders filed with the SEC on January 9, 2002, include:

     .  Medtronic has agreed to provide indemnification and director and officer
        liability insurance coverage to the directors and executive officers of
        VidaMed following the merger;

     .  certain officers and directors hold options to purchase shares of
        VidaMed common stock which will be cancelled in exchange for cash
        payments by VidaMed (along with all other outstanding options) in
        anticipation of the merger;

     .  under their individual severance agreements, Randy D. Lindholm, John F.
        Howe, Stephen J. Williams and Lewis P. Chapman, who are all executive
        officers of VidaMed, are each entitled to certain cash payments and
        other benefits if they terminate their employment or their employment is
        terminated without cause after the completion of the merger; and

     .  in connection with the merger, certain executive officers of VidaMed may
        enter into employment or consulting agreements with Medtronic. It is not
        certain at this time which, if any, of VidaMed's officers will enter
        into these agreements.